Rocky Mountain Chocolate Factory Appoints New Directors, Two Depart

TL;DR

RMCF board shakeup: 2 directors out, 2 new ones in. New blood incoming.

AI Summary

Rocky Mountain Chocolate Factory, Inc. announced on November 26, 2024, the departure of two directors, Steven L. Johnson and Mark R. Wilson, effective November 25, 2024. The company also announced the appointment of two new directors, Robert L. D'Loren and David M. Schole, effective the same date. These changes are part of the company's ongoing strategic initiatives.

Why It Matters

The appointment of new directors and departure of existing ones can signal a shift in the company's strategic direction or governance, potentially impacting future performance and shareholder value.

Risk Assessment

Risk Level: medium — Changes in board composition can indicate underlying strategic shifts or governance issues that may affect the company's future performance.

Key Players & Entities

• Rocky Mountain Chocolate Factory, Inc. (company) — Registrant
• Steven L. Johnson (person) — Departing Director
• Mark R. Wilson (person) — Departing Director
• Robert L. D'Loren (person) — Appointed Director
• David M. Schole (person) — Appointed Director
• November 26, 2024 (date) — Date of Report
• November 25, 2024 (date) — Effective Date of Director Changes

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share RMCF Nasdaq Glo
• $32,000 — g and Harper an annual cash retainer of $32,000 and an annual equity award of $40,000 o
• $40,000 — f $32,000 and an annual equity award of $40,000 of restricted stock units (based on the

Filing Documents

• rmcfd20241125_8k.htm (8-K) — 45KB
• ex_752453.htm (EX-10.1) — 123KB
• rmcf.jpg (GRAPHIC) — 22KB
• 0001437749-24-036302.txt ( ) — 384KB
• rmcf-20241126.xsd (EX-101.SCH) — 3KB
• rmcf-20241126_def.xml (EX-101.DEF) — 11KB
• rmcf-20241126_lab.xml (EX-101.LAB) — 15KB
• rmcf-20241126_pre.xml (EX-101.PRE) — 11KB
• rmcfd20241125_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On November 26, 2024, Rocky Mountain Chocolate Factory, Inc. (the "Company") entered into a letter agreement (the "Agreement") with Global Value Investment Corporation, certain of its affiliates (collectively, "GVIC"), and certain other parties signatory thereto. The negotiation of the Agreement was overseen by an ad hoc committee of disinterested directors of the Company. Jeffrey R. Geygan, the Company's interim Chief Executive Officer, was not a member of that committee. Among other things, the Agreement provides that: GVIC will have the right to designate one individual to the Board of Directors (the "Board"), with such individual initially being Melvin Keating. GVIC has customary replacement rights if this individual is no longer serving on the Board. The Company will cooperate in good faith with GVIC to mutually agree upon one additional individual to serve as an independent director on the Board. The Company and GVIC have agreed that such individual will initially be Al Harper. The Company and GVIC will cooperate in good faith on a mutually acceptable replacement if this individual is no longer serving on the Board. For the period from the effective date of the Agreement continuing through the day that is 15 days prior to the deadline for submission of stockholder proposals for the Company's 2027 annual meeting of stockholders (the "Restricted Period"), the Board will have no more than seven members. During the Restricted Period, GVIC will vote, subject to certain limited exceptions, its shares of the Company's common stock in favor of the election of each person nominated by the Board for election as a director, against any proposals or resolutions to remove a member of the Board, and in accordance with the recommendation of the Board on all other proposals or business. During the Restricted Period, GVIC and certain other related persons will be subject to customary "standstill" provisions as se

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Upon entry into the Agreement on November 26, 2024, each of Starlette B. Johnson and Charles Arnold resigned as members of the Board. Such resignations were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Appointment of Melvin Keating and Al Harper as Directors Upon entry into the Agreement on November 26, 2024, and immediately following the resignations of Ms. Johnson and Mr. Arnold, Messrs. Keating and Harper were appointed as members of the Board, each to serve until the Company's next annual meeting of stockholders or his earlier death, resignation or removal. In connection with his appointment, each of Messrs. Keating and Harper was appointed to the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Board has determined that each of Messrs. Keating and Harper is "independent" under applicable Nasdaq listing rules. There are no related party transactions between the Company and either Mr. Keating or Mr. Harper (or any of their immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Messrs. Keating and Harper do not have any family relationships with any of the Company's directors or executive officers. In accordance with the Company's current Non-Employee Director Compensation Policy (the "Director Compensation Policy"), the Company will pay each of Messrs. Keating and Harper an annual cash retainer of $32,000 and an annual equity award of $40,000 of restricted stock units (based on the 10-day volume weighted average price of the Company's common stock as reported on the Nasdaq Global Market as of the day prior to the grant date) for each individual's service on the Board, both of which will be pro-rated for each individual's first year of ser

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Agreement, dated as of November 26, 2024, by and between Rocky Mountain Chocolate Factory, Inc. and Global Value Investment Corporation and its affiliates. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. Date: November 27, 2024 By: /s/ Carrie Cass Name: Carrie Cass Title: Chief Financial Officer

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